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City of Everett 00 52 13
<br />Later Phase Eclipse Mill Park WO# 383921
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<br />least fifty-one percent (51%) of which is owned by minority group members. Minority group
<br />members include, but are not limited to, African-Americans, Women, Native Americans,
<br />Asian/Pacific Islander-Americans, and Hispanic-Americans.
<br />8.Indemnification.
<br />A.Contractor will defend, indemnify and hold harmless the City from any and all
<br />Claims arising out or relating to any acts, errors, omissions, or conduct by Contractor in
<br />connection with its performance of this Contract, including without limitation (and without limiting
<br />the generality of the foregoing) all Claims resulting from Contractor’s performance of, or failure
<br />to perform, its express and implied obligations under the Contract. The Contractor will defend
<br />and indemnify and hold harmless the City whether a Claim is asserted directly against the City,
<br />or whether a Claim is asserted indirectly against the City, e.g., a Claim is asserted against
<br />someone else who then seeks contribution or indemnity from the City. The amount of insurance
<br />obtained by, obtainable by, or required of the Contractor does not in any way limit the
<br />Contractor’s duty to defend and indemnify the City. The City retains the right to approve Claims
<br />investigation and counsel assigned to said Claim and all investigation and legal work regarding
<br />said Claim shall be performed under a fiduciary relationship to the City. This Section 8 is in
<br />addition to any other defense or indemnity or hold harmless obligation in the Contract
<br />Documents.
<br />B.The Contractor’s obligations under this Section 8 shall not apply to Claims
<br />caused by the sole negligence of the City. If (1) RCW 4.24.115 applies to a particular Claim,
<br />and (2) such Claim is caused by or results from the concurrent negligence of (a) the Contractor
<br />and (b) the City, then the Contractor’s liability under this Section 8 shall be only to the extent of
<br />the Contractor’s negligence.
<br />C.As used in this section: (1) “City” includes the City’s officers, employees, agents,
<br />and representatives; (2) “Claims” include all losses, claims, demands, expenses (including, but
<br />not limited to, attorney’s fees and litigation expenses), suits, judgments, or damage, whether
<br />threatened, asserted or filed against the City, whether such Claims sound in tort, contract, or
<br />any other legal theory, whether such Claims have been reduced to judgment or arbitration
<br />award, irrespective of the type of relief sought or demanded (such as money or injunctive relief),
<br />and irrespective of the type of damage alleged (such as bodily injury, damage to property,
<br />economic loss, general damages, special damages, or punitive damages); and (3) “Contractor”
<br />includes Contractor, its employees, agents, representatives and subcontractors. If, and to the
<br />extent, Contractor employs or engages subcontractors, then Contractor shall ensure that each
<br />such subcontractor (and subsequent tiers of subcontractors) shall expressly agree to defend
<br />and indemnify and hold harmless the City to the extent and on the same terms and conditions
<br />as the Contractor pursuant to this section.
<br />9.Insurance. The Contractor shall purchase and maintain such insurance as set forth
<br />in the Contract Documents. Failure to maintain such insurance shall be a material breach of the
<br />Contract. The City shall be entitled to damages for such a breach that include, but are not
<br />limited to, any loss (including, but not limited to, third party litigation expenses and professional
<br />fees) suffered by the City if the City is determined to be solely or concurrently negligent, and if
<br />the City suffers any loss or must pay or defend against any such claim, suit, demand or damage
<br />as a result of such breach.
<br />10.Waiver of Industrial Insurance Immunity. Contractor waives any right of
<br />contribution against the City. It is agreed and mutually negotiated that in any and all claims
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